What nerve--to make a musical out of a movie about a bad musical. But Mel Brooks is undaunted. He recalls no one would touch 'The Producers' the first time around either.

CHICAGO — "Call me back in exactly eight minutes. Eight [pause] minutes." Eight minutes later. "I'll meet you in the lobby in 20--no, make it 25--minutes. Find a place to eat. I'll have breakfast. You'll have lunch."

It is Mel Brooks, 74, the gravelly voice unmistakable, pitched somewhere between a whisper and a shout. And, sure enough, 25 minutes later, the man himself is there, still wiping the sleep from his eyes, but dapper in gray slacks and black sweater and ready to go.

It's quiet in the hotel restaurant. Robin Wagner, the scenic designer who is one of the A-list Broadway professionals assembled in Chicago for the pre-Broadway engagement of the stage musical of Brooks' "The Producers," is finishing up his meal, so there's a brief hello and a chat with him. But then the waiter arrives ("Domingo? Is that your name? Are you our waiter? You're in for a lot of trouble"), and since breakfast omelets are off the menu at this hour, Brooks sails into a bowl of Thai noodle soup and lots of bread sticks. Between spoonfuls of soup, he talks about his life and times with "The Producers," both the original 1968 movie and the new musical playing through the end of the month in the Cadillac Palace Theatre before moving to Broadway's St. James Theatre for an April opening. He is, of course, enthusiastic about the makings of his "old-fashioned, traditional musical comedy," he says. Nathan Lane and Matthew Broderick are the stars; Thomas Meehan is the co-librettist; Susan Stroman is the director-choreographer; Wagner has designed the sets, William Ivey Long the costumes. They're Tony winners all.

"Over the years, there's always been talk of turning the movie into a musical, but it didn't take hold until three years ago, when the producer David Geffen kept at me to do it," Brooks says.

Yes, but before we get into that, let's talk about "The Producers" movie, the comedy he wrote and directed that launched a string of Brooks film classics: "Blazing Saddles," "Young Frankenstein," "High Anxiety." It's a show-business comedy, an Academy Award-winning movie that Brooks calls "my love letter to Broadway." And it's one of the funniest American movies ever made.

Question: Was the character of Max Bialystock--the destitute, unscrupulous producer played by Zero Mostel--based on a real person?

Answer: He was a real man, a man who shall remain nameless, an angel and a devil. Large, bald, always wore an alpaca coat and a homburg, no matter what the weather. And he literally took money from little old ladies to finance his shows. They would make their checks out to "cash." In the musical, we've got a scene where one of the ladies says, "Cash. Hmmm. That's a funny name for a show." And Bialystock answers, "So was 'Strange Interlude.' " But I owe him a lot. I worked for him a little while, and he gave me my first real job in the theater, as an actor and producer in a way off-Broadway play. A lovely man.

Q: When did you write the movie's script?

A: Between 1964 and 1966. Buck Henry and I had gotten lucky writing "Get Smart" for television, and now I was looking to do something new. But the idea for the story had been there a long time. In my mind, that old producer of mine became Bialystock, and I was Leo Bloom, the little accountant who falls under his influence, the Brooklyn Jew whose dream was to get into show business.

Q: Did you have trouble selling the script?

A: I took it everywhere. Nobody wanted it. They couldn't deal with a comedy called "Springtime for Hitler," which was its original title. Frivolous, outrageous, sacrilegious. Someone suggested changing it from Hitler to Mussolini. I said, "No, that wouldn't work." Everybody hated the title, so I said, "OK, we'll call it 'The Producers.' "

Luckily, I finally met Sidney Glazier, a producer who hadn't done much with features but who had won an Academy Award for his documentary, "The Eleanor Roosevelt Story." "Don't worry," he told me. "We'll get this made." We took it to Joe Levine, the head of Embassy Pictures, and asked him to read it. "I don't read," he said. "Talk." So I talked, and he liked it. Hitler didn't bother him.

He was behind us all the way--except in the first preview. We played it in a theater with 1,600 seats, and six of them were filled, including one in the front row with a lady who slept through it. I saw Joe Levine walking out with his head down; he didn't say anything.

But the movie was a hit. It ran a year in New York, a year in Chicago, a year in Los Angeles. In Sweden, they used the original title, "Springtime for Hitler," and it played five years.

Q: What about casting?

A: I wouldn't have done the movie without Zero. It was written for a rhinoceros. He was the one who I knew could play a charging, maddening crazy man who loved money more than life.